EXHIBIT 10.33
OPTION CANCELLATION AGREEMENT
Option Cancellation Agreement dated as of November 20, 1996 among
All-Comm Media Corporation (the "Company"), Xxxxx Xxxxxx and E. Xxxxxxx Xxxxxx.
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten registered public
offering (the "Offering") of shares of its common stock, par value $.01 per
share (the "Common Stock"), and for the delayed offering of shares of Common
Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, in September 1996, the Company awarded to each of
Messrs. Xxxxxx and Xxxxxx options to purchase 300,000 shares of Common Stock,
and each of them holds securities of the Company other than such options;
WHEREAS, each of Messrs. Xxxxxx and Savage is willing to enter
into this Agreement in order to induce the Company to proceed with the Offering
and in order to derive or have the potential to derive economic benefit
therefrom;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancellation of Options. Conditional upon but immediately
prior to the Offering, each of Messrs. Xxxxxx and Xxxxxx severally irrevocably
waives and agrees to the cancellation of any and all rights he has or may have
had to 150,000 of the options awarded to him by the Company in September 1996,
and agrees that such options shall be treated for all purposes as null and void
ab initio.
2. Remaining Options. The Company confirms and agrees that all
other options granted to Messrs. Xxxxxx and Savage, including the balance of the
options awarded to each of them in September 1996 which are not being cancelled
under paragraph 1, shal remain in full force and effect in accordance with their
respective terms and shall not be affected by this Agreement.
Option Cancellation Agreement, Page 2
3. Miscellaneous. This Agreement may not be modified except in a
writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the cancellation
of the options specified as being cancelled hereby. This Agreement may be signed
in one or more counterparts, all of which shall constitute a single original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation
By:_________________________
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial
Officer
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Xxxxx Xxxxxx
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E. Xxxxxxx Xxxxxx
